8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K
                                 CURRENT REPORT
                       Pursuant to Section 13 of 15(d) of
                       The Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) July 24, 2003


                               VECTREN CORPORATION
             (Exact name of registrant as specified in its charter)


Commission            Registrant, State of Incorporation,       I.R.S Employer
 File No.                Address and Telephone Number         Identification No.
 1-15467                      Vectren Corporation                 35-2086905
                            (An Indiana Corporation)
                             20 N.W. Fourth Street,
                            Evansville, Indiana 47708
                                 (812) 491-4000

 1-16739                  Vectren Utility Holdings, Inc.          35-2104850
                            (An Indiana Corporation)
                             20 N.W. Fourth Street,
                            Evansville, Indiana 47708
                                 (812) 491-4000






Item 7.  Exhibits

99-1    Press Release- Vectren Corporation Sells $200 Million in Debt
99-2    Cautionary Statement for Purposes of the "Safe Harbor"
        Provisions of the Private Securities Litigation Reform Act of 1995


Item 9.  Regulation FD Disclosure

On July 24, 2003, Vectren Corporation (the Company) announced the pricing
of $200 million in senior unsecured notes in two tranches of $100 million
each through its wholly-owned subsidiary, Vectren Utility Holdings, Inc.,
which provides financing for the company's regulated operations. The press
release is attached to this filings as Exhibit 99-1.

In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company is hereby filing cautionary
statements identifying important factors that could cause actual results of the
Company and its subsidiaries, including Vectren Utility Holdings, Inc., Indiana
Gas Company, Inc. and Southern Indiana Gas and Electric Company, to differ
materially from those projected in forward-looking statements of the Company
and its subsidiaries made by, or on behalf of, the Company and its subsidiaries.

                                   SIGNATURES

Pursuant to the requirementINC. of the Securities Exchange Act of 1934, the
registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                               VECTREN CORPORATION
                               VECTREN UTILITY HOLDINGS, INC.

July 24, 2003


                                                   By:  /s/ M. Susan Hardwick
                                                   --------------------------
                                                   M. Susan Hardwick
                                                   Vice President and Controller

EX-99

                                                                        EX 99-1
Vectren Corporation
                                                              P.O. Box 209

                                                  Evansville, IN 47702-0209
  July 24, 2003

  FOR IMMEDIATE RELEASE

                 Vectren Corporation Sells $200 Million in Debt

Vectren Corporation (NYSE:VVC) announced Thursday the pricing of $200 million in
senior unsecured notes in two tranches of $100 million each through its
wholly-owned subsidiary, Vectren Utility Holdings, Inc. (VUHI), which provides
financing for the company's regulated operations. ABN AMRO Incorporated and Banc
One Capital Markets, Inc. were joint lead managers for the 5.25% 10 year notes
due August 1, 2013 and the 5.75% 15 year notes due August 1, 2018.

"We are pleased to complete our 2003 long-term debt financing and take advantage
of the current favorable markets for issuing debt. In addition to the current
interest rates that are attractive compared to historical levels, we were able
to lower our effective interest rates from the coupon rates quoted above, by
hedging about 75% of our interest rate exposure through a series of Treasury
Locks executed over the last 30 days," said Jerry Benkert, Vectren's Executive
Vice President and CFO.

The transactions are expected to close July 29, 2003. The proceeds will be used
to retire short-term debt incurred to fund capital expenditures, retire existing
higher coupon debt and for other general corporate purposes.

About Vectren

Vectren Corporation is an energy and applied technology holding company
headquartered in Evansville, Indiana. Vectren's energy delivery subsidiaries
provide gas and/or electricity to over one million customers in adjoining
service territories that cover nearly two-thirds of Indiana and west central
Ohio. Vectren's non-regulated subsidiaries and affiliates currently offer
energy-related products and services to customers throughout the surrounding
region. These services include energy marketing; coal mining; utility
infrastructure services; and broadband communication services. To learn more
about Vectren, visit www.vectren.com.

Safe Harbor for Forward Looking Statements
This document contains forward-looking statements, which are based on
management's beliefs and assumptions that derive from information currently
known by management. Vectren wishes to caution readers that actual results could
differ materially from those contained in this document. Additional detailed
information concerning a number of factors that could cause actual results to
differ materially from the information that is provided to you is readily
available in our report Form 10-K as amended on Form 10-K/A filed with the
Securities and Exchange Commission on June 18, 2003.

This press release does not constitute an offer to sell, or the solicitation of
an offer to buy, nor shall there be any sale of the senior unsecured notes in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. The offering may only be made by means of a prospectus and a
related prospectus supplement, copies of which may be obtained when available
from Banc One Capital Markets, Inc., at One Bank One Plaza, Chicago, IL 60670 or
ABN AMRO Incorporated at 55 West 52nd Street, 6th Floor, New York, NY 10055.

                                                                  ###
Investor Contact  Steven M. Schein, (812) 491-4209, sschein@vectren.com
Media Contact     Jeffrey W. Whiteside, (812) 491-4205, jwhiteside@vectren.com

EX-99

                                                                         EX 99-2

Cautionary Statement for Purposes of the "Safe Harbor"


Provisions of the Private Securities Litigation Reform Act of 1995.

A "safe harbor" for forward-looking statements is provided by the Private
Securities Litigation Reform Act of 1995 (Reform Act of 1995). The Reform Act of
1995 was adopted to encourage such forward-looking statements without the threat
of litigation, provided those statements are identified as forward-looking and
are accompanied by meaningful cautionary statements identifying important
factors that could cause the actual results to differ materially from those
projected in the statement. Forward-looking statements have been and will be
made in written documents and oral presentations of Vectren Corporation and its
subsidiaries. Such statements are based on management's beliefs, as well as
assumptions made by and information currently available to management. When used
in Vectren Corporation and its subsidiaries' documents or oral presentations,
the words "believe," "anticipate," "endeavor," "estimate," "expect,"
"objective," "projection," "forecast," "goal," and similar expressions are
intended to identify forward-looking statements. In addition to any assumptions
and other factors referred to specifically in connection with such
forward-looking statements, factors that could cause Vectren Corporation and its
subsidiaries' actual results to differ materially from those contemplated in any
forward-looking statements included, among others, the following:

|X|  Factors affecting utility operations such as unusual weather
     conditions; catastrophic weather-related damage; unusual maintenance or
     repairs; unanticipated changes to fossil fuel costs; unanticipated changes
     to gas supply costs, or availability due to higher demand, shortages,
     transportation problems or other developments; environmental or pipeline
     incidents; transmission or distribution incidents; unanticipated changes to
     electric energy supply costs, or availability due to demand, shortages,
     transmission problems or other developments; or electric transmission or
     gas pipeline system constraints.

|X|  Increased competition in the energy environment including effects of
     industry restructuring and unbundling.

|X|  Regulatory factors such as unanticipated changes in rate-setting policies
     or procedures, recovery of investments and costs made under traditional
     regulation, and the frequency and timing of rate increases.

|X|  Financial or regulatory accounting principles or policies imposed by the
     Financial Accounting Standards Board, the Securities and Exchange
     Commission (Commission), the Federal Energy Regulatory Commission, state
     public utility commissions, state entities which regulate natural gas
     transmission, gathering and processing, and similar entities with
     regulatory oversight.

|X|  Economic conditions including the effects of an economic downturn or
     recession, inflation rates, and monetary fluctuations.

|X|  Changing market conditions and a variety of other factors associated with
     physical energy and financial trading activities including, but not limited
     to, price, basis, credit, liquidity, volatility, capacity, interest rate,
     and warranty risks.

|X|  Availability or cost of capital, resulting from changes in Vectren
     Corporation and its subsidiaries, including its securities ratings, changes
     in interest rates, and/or market perceptions of the utility industry and
     energy-related industries.

|X|  Employee workforce factors including changes in key executives, collective
     bargaining agreements with union employees, or work stoppages.

|X|  Legal and regulatory delays and other obstacles associated with mergers,
     acquisitions, and investments in joint ventures.

|X|  Costs and other effects of legal and administrative proceedings,
     settlements, investigations, claims, and other matters, including, but not
     limited to, those described in periodic filings made with the Commission by
     Vectren Corporation and its subsidiaries, Vectren Utility Holdings, Inc.,
     Indiana Gas Company, Inc. and Southern Indiana Gas and Electric Company.

|X|  Changes in federal, state or local legislature requirements, such as
     changes in tax laws or rates, environmental laws and regulations.

Vectren Corporation and its subsidiaries undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of changes
in actual results, changes in assumptions, other factors affecting such
statements.